Common use of Mandatory Repayments of Revolving Credit Loans Clause in Contracts

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.2. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, time and (ii) the Borrowing Base at such time or (b) the sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI exceeds the lesser of (A) the Total Commitment at such time and (B) the Domestic Borrowing Base at such time, then, in any case, the Borrower applicable Borrower(s) shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.24.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such timeCommitment, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from any Asset Sales; (b) proceeds of insurance claims which have not been reinvested by the Borrower or such Subsidiary in replacement assets or to repair the asset so damaged, as the case may be, with 180 days of receipt by such Person of such proceeds or (c) Net Cash Proceeds from any Equity Issuances (other than Net Cash Proceeds received by the Borrower from an employee pursuant to the exercise by such employee of any stock options, warrants or similar rights held by such employee under an employee and/or management stock option plan) by the Borrower and its Subsidiaries after the Closing Date, the Borrower shall, immediately upon receipt thereof, make a prepayment of principal on the Revolving Credit Loans in an amount equal to 100% of such Net Cash Sale Proceeds, proceeds of insurance claims or Net Cash Proceeds, as the case may be, to reduce the outstanding amount of such Revolving Credit Loans.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event Holdings or any of its Subsidiaries receives any cash proceeds from (a) the sale or other disposition of assets permitted by (S)9.5 which cash proceeds are required by (S)9.5 to be repaid to the Agent hereunder; or (b) the sale of any of the capital stock of the Borrower or any of its Subsidiaries or any other equity issuance by the Borrower or any of its Subsidiaries, such amounts shall be paid to the Agent for the pro rata accounts of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Commitment concurrently shall be permanently reduced by such amount.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.24.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser least of (i) the Total Revolving Credit Commitment in effect at such time, (ii) Adjusted Projected Revolver Outstandings at such time, and (iiiii) the Borrowing Base at such timeamount approved to be borrowed by way of Revolving Credit Loans and Letters of Credit in the Interim Order or the Final Order, thenwhichever is then in effect, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: ; first, to pay principal of Revolving Credit Loans advanced by the Administrative Agent pursuant to ss.2.8; second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to pay the principal of Revolving Credit LoansLoans (other than Revolving Credit Loans advanced by the Administrative Agent pursuant to ss.2.8); and fourth, to provide to the Administrative Documentation Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss.5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and Amount, all Unpaid Reimbursement Obligations plus and the outstanding aggregate face amount of Swing Line Loans all outstanding Bankers' Acceptances exceeds the lesser of (i) Total Commitment, then the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower Domestic Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks, the Fronting Bank and the Canadian Fronting Bank for application: first, to any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2. ss.4.2(b) and (c) any outstanding Bankers' Acceptances as contemplated by ss.2A. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event the Company or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from the sale or other disposition of assets permitted by ss.9.5 or proceeds of insurance claims which have not been either (i) reinvested by the Company or such Subsidiary in assets which are normally used in the ordinary course of business of the Borrowers, including reinvestments in replacement assets or to repair the asset so damaged, as the case may be, within 360 days of receipt by such Person of such proceeds or (ii) subject to a commitment by the Company or such Subsidiary pursuant to any contract to be used to make such a reinvestment, subject only to customary conditions (other than obtaining financing), on or prior to the 270th day following the Company's or such Subsidiary's receipt of the claimed amount and the claimed amounts contractually committed are so applied within 360 days following receipt of such amounts or (b) Net Cash Proceeds from any Equity Issuances by the Company or its Subsidiaries after the Closing Date (except for Net Cash Proceeds received by the Company from Equity Issuances by the Company (i) made in connection with its Stock Option Plan up to a maximum aggregate amount of not more than $4,000,000 or to members of the Company's management (other than in connection with the sale of Equity Issuances to such members of management in the Initial Public Offering), (ii) received from any Principal of the Company or other shareholders of the Company existing on the Closing Date (the "Additional Investors") so long as no Event of Default has occurred and is continuing and provided such Net Cash Proceeds are not received in connection with the sale of Equity Issuances to the Principals or such Additional Investors in the Initial Public Offering, or (iii) received from any other Person so long as no Event of Default has occurred and is continuing, such Net Cash Proceeds are not received in connection with the sale of Equity Issuances to such Persons in the Initial Public Offering and provided the aggregate amount of such Net Cash Proceeds are used to finance all or any portion of a Permitted Acquisition), the Company shall, within thirty (30) days of receipt thereof, after repayment in full of the Term Loans as provided in ss.3.3, repay the outstanding Revolving Credit Loans in an amount equal to 100% of such Net Cash Sale Proceeds or Net Cash Proceeds, as the case may be, and the Total Commitment shall be automatically reduced by the amount which is equal to fifty percent (50%) of such required repayment of Revolving Credit Loans, provided, however, that notwithstanding the foregoing, in the event the Company receives any Net Cash Proceeds from its Initial Public Offering or any subsequent public offering of its capital stock, the Company shall only be required to repay an amount equal to 50% of the Net Cash Proceeds of such Equity Issuance.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such timeCommitment, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from the sale or other disposition of assets (other than the sale or disposition of assets in the ordinary course of business consistent with past practices) permitted by Section 9.5 which have not been reinvested by the Borrower or such Subsidiary in replacement assets in which the Agent shall have a first priority perfected security interest for the benefit of the Agent and the Banks within 270 days of receipt by the Borrower or such Subsidiary; (b) proceeds of insurance claims which have not been reinvested by the Borrower or such Subsidiary in replacement assets or to repair the asset so damaged, as the case may be, within 270 days of receipt by such Person of such proceeds or (c) Net Cash Proceeds from any Equity Issuance by the Borrower or its Subsidiaries (other than Net Cash Proceeds received so long as no Event of Default has occurred and is continuing and provided 100% of the aggregate amount of such Net Cash Proceeds are used within 180 days after the receipt thereof to finance all or any portion of a Permitted Acquisition), the Borrower shall, (1) as to Section 3.2(a) and (b), immediately upon the expiration of the 270 days after receipt thereof, and (2) as to Section 3.2(c), immediately upon the receipt thereof (in the case of Net Cash Proceeds which are not to be used to finance all or any portion of a Permitted Acquisition) or immediately upon the expiration of 180 days after receipt thereof (in the case of Net Cash Proceeds the borrower intends to use for such Permitted Acquisitions), as the case may be, repay the outstanding Revolving Credit Loans in an amount equal to 100% of such Net Cash Sale Proceeds or Net Cash Proceeds, as the case may be, in each case to the extent not previously applied by the Borrower to the repayment of Revolving Credit Loans (as certified by the Borrower to the Agent); provided, however, in the event the Borrower sells or otherwise disposes of the DAS Business or DPDS Business pursuant to Section 9.5.2(b), so long as no Default or Event of Default has occurred and is continuing or would exist as a result of such sale, the Borrower shall be permitted to use the Net Cash Sale Proceeds from the sale of the DAS Business and/or the DPDS Business to repay a portion of the Subordinated Notes and for general working capital and corporate purposes.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Revolver Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing or any of its Subsidiaries receives any Net Sale Proceeds from (a) the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid to the Agent hereunder; (b) cash proceeds from the sale of any of the capital stock of AmeriKing or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds from the incurrence of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year), such amounts shall be paid to the Agent for the pro rata accounts --- ---- of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently shall be permanently reduced by such amount.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the sum of the outstanding principal amount of the Revolving Credit Domestic Revolver Loans, the Swing Line Loans plus and the Dollar Equivalent of the Hunter Revolver Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus and the outstanding Dollar Equivalent of the aggregate face amount of Swing Line Loans all outstanding Bankers' Acceptances exceeds the lesser of (i) Total Revolving Credit Commitment, then the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower Domestic Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to the payment of any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Domestic Revolver Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 6.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Domestic Revolver Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time (A) the ---------------------------------------------- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment and (ii) the Borrowing Base, or (B) the sum of the outstanding principal amount of the Revolving Credit Tranche A Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (i) the sum of the Total Commitment minus the outstanding amount of Tranche B Loans, or (ii) the Tranche A Borrowing Base, or (C) the outstanding amount of the Tranche B Loans exceeds the least of (i) $7,968,750, (ii) the sum of (x) the Total Commitment minus (y) ----- the sum of the outstanding amount of Tranche A Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of Obligations, or (iiii) the Total Commitment at such timeTranche B Borrowing Base, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement ObligationsObligations (in the case of (A) or (B) only); second, to the Swing Line Loans; thirdTranche A Loans (in the case of (A) or (B) only) and/or the Tranche B Loans (in the case of (A) or (B) only), to as the Revolving Credit Loanscase may be; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss.4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the outstanding principal amount of the Swing Line Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such timeRevolving Credit Commitment, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 5.2(b) and (c). In addition, the Borrower shall prepay the Revolving Credit Loans as and when required by Section 8, and the Total Revolving Credit Commitment shall be reduced accordingly. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, time and (ii) the Borrowing Base at such time, then, in any case, the Borrower applicable Borrower(s) shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.24.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit Loan, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the sum Dollar Equivalent of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) then the Borrowing Base at such time, then, in any case, the Borrower Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders and the Fronting Bank for application: first, to any Swing Line Loans outstanding, second, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans which are Fronted Loans; fourth, to all other Revolving Credit Loans; and fourthfifth, to provide to the Administrative Agent Cash Collateral Issuing Bank cash collateral for Reimbursement Obligations as contemplated by §4.2Section 3.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote or loan account, as the case may be, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral for Reimbursement Obligations as contemplated by §4.24.2(b) and (c). In addition, the Borrower promises to the Agent for the respective accounts of the Banks immediately upon receipt thereof, 100% of the Net Cash Proceeds (a) in excess of $5,000,000 from the sale or other disposition of assets permitted by §10.5.2 (other than the sale of inventory or the licensing of intellectual property in the ordinary course of business consistent with past practice), (b) from any equity issuances permitted hereunder by the Parent Companies, the Borrower or their Subsidiaries; or (c) from debt issuances permitted hereunder by the Parent Companies, the Borrower or their Subsidiaries, pursuant to any public offerings or debt offerings under Rule 144(a) of the Rule and Regulations of the Securities and Exchange Commission, all of which amounts shall be applied in accordance with the preceding sentence of this §3.2. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable LenderBank’s Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus which have not been repaid with the outstanding amount proceeds of Swing Line Loans Revolving Credit Loans, exceeds the lesser of (i) the Total Revolving Commitment at such time, and (ii) then the Borrowing Base at such time, then, in any case, the Borrower Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement ObligationsObligations which have not been repaid with the proceeds of Revolving Credit Loans; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss.5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, the Borrowers shall repay the Revolving Credit Loans in accordance with ss.4.4.2.4.

Mandatory Repayments of Revolving Credit Loans. If at any ---------------------------------------------- time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, Swing Line Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) Total Revolving Commitment then the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower Company shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders for application: first, to any Unpaid Reimbursement ObligationsSwing Line Loans; second, to the Swing Line Loansany Unpaid Reimbursement Obligations; third, to the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations with respect to outstanding Letters of Credit, as contemplated by §4.2(S)5.2.1(b). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. The Company agrees to indemnify the Lenders in accordance with (S)6.9 with respect to any prepayment under this (S)2.12.2 to which (S)6.9 is applicable.

Mandatory Repayments of Revolving Credit Loans. If at any time either (a) the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus exceeds the Total Commitment or (b) the sum of the outstanding amount of Swing Line Loans the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (i) the Total Commitment at such timeGuaranteed Credit Agreement Outstandings, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Revolving Credit Loans; , and third, to provide the Revolving Credit Loans; and fourth, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss.4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of Availability (i) due to a reduction in the Total Commitment at such timeor otherwise), and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders. Any amounts paid to the Administrative Agent for the respective accounts of the Lenders for application: under this (S)3.2(a) shall be applied, first, to any Unpaid Reimbursement Obligations; second, to in the Swing Line Loans; thirdabsence of instruction by the Borrower, to the Revolving Credit principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such timeAvailability, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders. Any amounts paid to the Administrative Agent for the respective accounts of the Lenders for application: firstunder this Section 3.2(a) shall be applied, FIRST, to any Unpaid Reimbursement Obligations; secondSECOND, in the absence of instruction by the Borrower, to the Swing Line Loans; third, principal of Base Rate Loans and then to the Revolving Credit principal of Eurodollar Rate Loans; and fourthTHIRD, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable Lenders, in proportion, as nearly as practicable, to each Unpaid Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s 's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such timeBase, thenfor more than five (5) consecutive Business Days, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2ss. 5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of the Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each the Reimbursement Obligation owing to each such Bank or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Revolving Credit LoanBank's Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, collections of Accounts Receivable shall be applied to the Revolving Credit Loans pursuant to cash management arrangements satisfactory to the Agent and the Banks.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such timeCommitment, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(S)(S)4.2(b) and (c) hereof. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event the Borrower or any of its Subsidiaries receives any cash proceeds (a) from the sale or other disposition of assets permitted by (S)9.5, which cash proceeds are required by (S)9.5 to be repaid to the Agent hereunder or (b) from the sale of any of the capital stock of the Borrower or any of its Subsidiaries after the Closing Date or any other equity issuances by the Borrower or any of its Subsidiaries after the Closing Date, in excess of $5,000,000, the Borrower shall immediately repay the outstanding Revolving Credit Loans in an amount equal to 100% of such net cash proceeds, and, if the ratio of Senior Debt to EBITDA equals or exceeds 2.75:1.00 (as reflected in a certificate of the Borrower delivered to the Agent on the date such net cash proceeds are received), the Total Commitment shall be automatically reduced upon such receipt by an aggregate amount equal to 75% of such net cash proceeds. Any such reduction of the Total Commitment pursuant to this (S)3.2 shall be reinstated on the first day of the month immediately following the month in which a Compliance Certificate is delivered by the Borrower which reflects that the ratio of Senior Debt to EBITDA is less than 2.75:1.00 as at such date of determination, provided that no Default or Event of Default shall have occurred and be continuing.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and Amount, all Unpaid Reimbursement Obligations plus and the outstanding aggregate face amount of Swing Line Loans all outstanding Bankers' Acceptances exceeds the lesser of (i) Total Commitment, then the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, the Borrower Borrowers shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks and the Fronting Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 5.2(b) and (c) and outstanding Bankers' Acceptances as contemplated by Section 4.5(a). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event of the repurchase by Ericsson of all or any portion of the assets or capital stock of Flextronics Sweden pursuant to Section M.1 of the Ericsson General Purchase Agreement, the Company shall pay to the Agent for the respective accounts of the Banks an amount equal to 100% of such proceeds, to be applied pro rata to the outstanding Revolving Credit Loans and the loans outstanding under the FIUI Revolver, and the Total Commitment and the "Total Commitment" as defined in the FIUI Credit Agreement shall be permanently reduced by such amount. To the extent the Borrowers are required to make any payments pursuant to this Section 3.2 and such a payment would subject the Borrowers to certain costs under Section 6.9 associated with a prepayment of a Eurocurrency Rate Loan prior to the last day of an Interest Period with respect thereto, the Agent shall, if requested by the Company, hold such proceeds as cash collateral until the earlier to occur of (a) the last day of the Interest Period with respect to such Eurocurrency Rate Loans, (b) the first date when such prepayment can be made without any costs being incurred pursuant to Section 6.9 and (c) the date when the Agent determines in its reasonable discretion that such amounts shall be used to repay all or any portion of the Revolving Credit Loans.

Mandatory Repayments of Revolving Credit Loans. If at any time the sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and Amount, all Unpaid Reimbursement Obligations plus and the outstanding aggregate face amount of Swing Line Loans all outstanding Bankers' Acceptances exceeds the lesser of (i) the Total Commitment at such timeCommitment, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2Section 5.2(b) and (c) and outstanding Bankers' Acceptances as contemplated by Section 4.5(a). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event of the repurchase by Ericsson (as defined in the FIL Credit Agreement) of all or any portion of the assets or capital stock of Flextronics Sweden pursuant to Section M.1 of the Ericsson General Purchase Agreement (as defined in the FIL Credit Agreement), the Borrower shall pay to the Agent for the respective accounts of the Banks an amount equal to 100% of such proceeds, to be applied pro rata to the outstanding Revolving Credit Loans and the loans outstanding under the FIL Revolver, and the Total Commitment and the "Total Commitment" as defined in the FIL Credit Agreement shall be permanently reduced by such amount. To the extent the Borrower is required to make any payments pursuant to this Section 3.2 and such a payment would subject the Borrowers to certain costs under Section 6.9 associated with a prepayment of a Eurodollar Rate Loan prior to the last day of an Interest Period with respect thereto, the Agent shall, if requested by the Borrower, hold such proceeds as cash collateral until the earlier to occur of (a) the last day of the Interest Period with respect to such EurodollarRate Loans, (b) the first date when such prepayment can be made without any costs being incurred pursuant to Section 6.9 and (c) the date when the Agent determines in its reasonable discretion that such amounts shall be used to repay all or any portion of the Revolving Credit Loans.

Mandatory Repayments of Revolving Credit Loans. If at any time the ---------------------------------------------- sum of the outstanding principal amount of the Revolving Credit Loans plus Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans exceeds the lesser of (i) the Total Commitment at such time, and (ii) the Borrowing Base at such time, then, in any case, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Lenders Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Swing Line Loans; third, to the Revolving Credit Loans; and fourththird, to provide to the Administrative Agent Cash Collateral cash collateral for Reimbursement Obligations as contemplated by §4.2(S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the applicable LendersBanks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each applicable Lender’s Bank's Revolving Credit LoanNote, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event Holdings or any of its Subsidiaries receives any cash proceeds from (a) the sale or other disposition of assets permitted by (S)9.5 which cash proceeds are required by (S)9.5 to be repaid to the Agent hereunder; or (b) the sale of any of the capital stock of the Borrower or any of its Subsidiaries or any other equity issuance by the Borrower or any of its Subsidiaries, such amounts shall be paid to the Agent for the pro rata accounts of the Banks to be applied first, --- ---- ----- to the outstanding Acquisition Revolving Credit Loans and the Acquisition Total Commitment concurrently shall be permanently reduced by such applied amount, and second, (if the Acquisition Total Commitment has been reduced to zero) to the outstanding Revolving Credit Loans and the Total Commitment concurrently shall be permanently reduced by such applied amount.